SET Announcements

Share Allotment Report Form Noble Development Public Company Limited September 8, 2000 We, Noble Development Public Company Limited hereby report of the resolution of the Board of Directors No. 7/2000, held on September 8, 2000 from 10.30 a.m. to 11.45 a.m. in respect to the share allotment as follows: 1. Capital increase: -None- 2. Allotment of new shares: 1) Resolutions of the Extraordinary Meeting of Shareholders No. 1/1999 held on September 14, 1999, Agenda 5, Clause 3 unanimously approved the allocation of 16,500,000 (Sixteen Million and Five Hundred Thousand) newly-issued shares reserved for the conversion of convertible debentures.The convertible debentures' term was expired. The remaining shares reserved for the conversion of convertible debentures are 3,750,000 (Three Million Seventy Five Thousand) shares. 2) Resolutions of the Extraordinary Meeting of Shareholders No. 1/1999 held on September 14,1999 Agenda 5, Clause 5.3 unanimously approving the allocation of 183,500,000 (One Hundred Eighty Three Million Five Hundred Thousand) newly-issued ordinary shares to be sold on a private placement basis to not exceeding 35 persons and/or 17 types of investors pursuant to the Notification of the Securities and Exchange Commission, Re: Rules, Conditions and Procedures for Application for Approval to Offer Newly Issued Shares dated May 18, 1992, at a price of not less than Baht 10 (Baht Ten) each. The shares of such portion have been issued and sold in the amount of 5,839,396 (Five Million Eight Hundred and Thirty Nine Thousand Three Hundred and Ninety Six) shares. At the present, the remaining shares of this portion of is 177,660,604 (One Hundred Seventy Seven Million Six Hundred and Sixty Thousand Six Hundred and Four) shares; and 3) Resolutions of the Extraordinary Shareholders Meeting No.1/2000 held on March 23, 2000, Agenda 3, Clauses 2 and 3 unanimously approved the allocation of 175,000,000 (One Hundred Seventy Five Million) newly-issued ordinary shares to existing shareholders (Right Offering) at a price of not less than Baht 10 (Baht Ten) each and 175,000,000 (one hundred seventy five million) newly-issued ordinary shares through a public offering at a price of not less than Baht 10 (Baht Ten), respectively. The Board of Directors Meeting No. 7/2000 unanimously resolved to re-allocation of newly-issued shares as follows: 2.1 The details of the allotment Allotted to Number Ratio Sale price per Subscription Note (shares) (old:new) share (Baht) and payment period Existing 200,000,000 1:2 To be proposed To be further shareholders for consideration determined by of shareholders the Board of meeting Directors General public - - - - Other persons - - - - (specify) For supporting 200,000,000 A shareholder Bath-0- the conversion who subscribe of warrants to for 1 new purchase share shall ordinary shares receive 1 warrant. And reduce the remaining newly-issued shares, after reallocation, which have not been issued in the amount of 127,660,604 (One Hundred and Twenty Seven Million Six Hundred and Sixty Thousand Six Hundred and Four) shares, including the remaining shares reserved for the conversion of convertible debentures in the amount of 3,750,000 (Three Million and Seven Hundred and Fifty Thousand) shares, totaling 131,410,640 (One Hundred and Thirty One Million Four Hundred and Ten Thousand Six Hundred and Forty) shares. Preliminary Details for Warrants Type : Warrants to purchase ordinary shares of the Company, in name certificate Number of Units : 200,000,000 units (Two Hundred Million units) Offered Price per Unit : Baht 0 (Zero) Allotment Method : To existing shareholders of the Company (right offering) who subscribe for newly- issued shares in proportion to their shareholdings, details of which will be further explained in Agenda 4 below, at a ratio of 1 newly-issued ordinary share to 1 unit of warrant. The allotment of warrants shall be made after the Company is granted approval from the relevant authorities. Period of the Plan : 5 (Five) years from the date of warrants Exercise Ratio : 1 unit of warrant : 1 ordinary share Exercise Price per Unit : Not less than Baht 6 (Baht Six), provided that in the case where there is any legal restriction that does not allow the exercise on that price, the exercise price will be Baht 10 (Baht Ten) per share Number of Shares Reserved : 200,000,000 units (Two Hundred Million for the Exercise of Right units) The Board of Directors or person (s) assigned by the Board of Directors is empowered to consider and prescribe other terms related to the issuance of the warrants including seeking approvals from the competent authorities and performing any other acts necessary and related to the issuance of the warrants this time. Any unsubscribed newly-issued shares remaining from such allotment to the existing shareholders shall be offered to the shareholders who wishes to subscribe for shares in excess of their entitlement at the same offering price. 2.2 The Company's plan in the case where there is a fraction of shares remaining - 2.3 The number of shares remaining from the allotment is - shares with par value of - Baht each, totalling - million Baht. 3. Schedule for shareholders meeting to approve the capital increase/allotment The Extraordinary Meeting of Shareholders No. 2/2000 is schedule to be held on October 16, 2000 at 10.00 a.m. at the Company's meeting room, 8th Floor Noble House Phayathai Building, 35 Phayathai Road, Rajchathewi, Bangkok 10400. The share register will be closed for share transfer in order to determine the right to attend this meeting from September 26, 2000 at 12.00 o'clock, until the meeting has been duly convened. 4. Approval of the capital increase/share allotment by relevant governmental agency and conditions thereto (if any) - None - 5. Objectives of the capital increase and plans for utilizing proceeds received from the capital increase To be used for assets acquisition to expand the business. 6. Benefits which the Company will receive from the capital increase/share allotment: The company can use the fund raising to support the expansion of the business in the future. 7. Benefits which the shareholders will receive from the capital increase/share allotment: 7.1 Dividend policy The Company will pay dividend at the rate of not less than 40 percent of net income each year. 7.2 Subscribers of new shares issued for this capital increase will be entitled to receive dividends from the Company's business operations starting from the fiscal year that the shares are subscribed. 8. Other details necessary for shareholders to approve the capital increase/share allotment: -None- 9. Schedule of action where the board of directors of the Company passes a resolution approving the capital increase or allotment of new shares: Date Actions September 26, 2000 The share register book shall be closed for the purpose of determining the right of shareholders to attend the Extraordinary Meeting of Shareholders No. 2/2000 October 16, 2000 The date of the Extraordinary Meeting of Shareholders No. 2/2000 The Company hereby certifies that the information contained in this report form is true and complete in all respects. Signed Director (Thongchai Busrapan)